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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
QUANTUM EFFECT DEVICES, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
74764T107
(CUSIP Number)
JOHN W. SULLIVAN
PMC-SIERRA, INC.
900 EAST HAMILTON AVENUE
SUITE 250
CAMPBELL, CALIFORNIA 95008
(408) 369-1176
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 11, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d.1(b) (3) or (4), check the following box. [_]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a Reporting
Person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 74764T107
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PMC-Sierra, Inc. I.R.S. Identification No.: 94-2925073
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) N/A
(b) N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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7 SOLE VOTING POWER: 0
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER: 10,601,756
BENEFICIALLY (10,601,756 shares of which are subject to the
restrictions set forth in those certain Voting Agreements
OWNED BY dated July 11, 2000, the form of which is filed as
EXHIBIT 2 to this Schedule 13D)
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EACH 9 SOLE DISPOSITIVE POWER: 10,601,756
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,601,756
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38% (1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Based on the number of shares of QED Common Stock outstanding on June
30, 2000 as represented by QED in the Merger Agreement referred to below.
CUSIP NO. 74764T107 SCHEDULE 13D Page 2 of 11
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $0.001 per share, of Quantum Effect Devices, Inc. ("QED COMMON
STOCK"), a Delaware corporation ("QED" or "ISSUER"). The principal executive
offices of QED are located at 3255-3 Scott Boulevard, Suite 200, Santa Clara, CA
95054.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) The name of the corporation filing this statement is PMC-
Sierra, Inc., a Delaware corporation ("PMC" or the "REPORTING PERSON"). The
Reporting Person's principal business is the design, development, manufacture
and support of semiconductor system solutions for high speed transmission and
networking systems. The address of the principal executive offices of the
Reporting Person is 900 East Hamilton Avenue, Suite 250, Campbell, CA 95008. Set
forth on Schedule A is the name of each of the Reporting Person's directors and
executive officers as of the date hereof, along with the present principal
occupation or employment of such directors and executive officers, their
respective citizenship and the name, principal business and address of any
corporation or other organization other than the Reporting Person in which such
employment is conducted.
(d)-(e) During the last five years neither the Reporting Person nor, to the
Reporting Person's knowledge, any person named in SCHEDULE A to this statement,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Also during the last five years neither the Reporting
Person nor, to the Reporting Person's knowledge, any person named in SCHEDULE A
to this statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
Consequently, neither the Reporting Person nor, to the Reporting Person's
knowledge, any person named on SCHEDULE A hereto is required to disclose legal
proceedings pursuant to Item 2(d) or 2(e) of Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 11, 2000, the Reporting Person, through its wholly-owned subsidiary
Penn Acquisition Corp., a Delaware corporation ("MERGER SUB"), agreed to acquire
QED by means of a merger (the "MERGER") pursuant to the terms of the Agreement
and Plan of Reorganization, dated as of July 11, 2000, (the "MERGER AGREEMENT"),
by and among the Reporting Person, Merger Sub and QED, and subject to the
conditions set forth therein (including approval by stockholders of QED).
Pursuant to the Merger Agreement, Merger Sub will merge with and into QED and
QED will become a wholly-owned subsidiary of the Reporting Person. A copy of the
Merger Agreement is attached hereto as EXHIBIT 1 and is incorporated herein by
this reference. The Merger is subject to the approval of the Merger Agreement by
the stockholders of QED, the expiration of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
satisfaction or waiver of certain other conditions as more fully described in
the Merger Agreement.
As an inducement to the Reporting Person's entering into the Merger
Agreement and in consideration thereof, Christopher J. Schaepe, entities
affiliated with Weiss, Peck & Greer Venture Partners, entities affiliated with
Bessemer Venture Partners, Raymond Kunita, Thomas J. Riordan, William S. Thomas,
Barry L. Cox and Lester M. Crudele, each of whom are stockholders of QED (the
"VOTING AGREEMENT STOCKHOLDERS"), entered into voting agreements, each dated as
of July 11, 2000 (each a "VOTING AGREEMENT," and collectively, the "VOTING
AGREEMENTS") with the Reporting Person, which
CUSIP NO. 74764T107 SCHEDULE 13D Page 3 of 11
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agreements are described in more detail in Item 6 below. Pursuant to each Voting
Agreement, the applicable Voting Agreement Stockholder agreed to vote, and has
granted the Reporting Person an irrevocable proxy (the "IRREVOCABLE PROXY") to
vote, all of such Voting Agreement Stockholder's shares of QED Common Stock in
favor of adoption of the Merger Agreement. No capital of the Reporting Person is
expected to be expended by the Reporting Person in connection with the exercise
of its rights with respect to the 9,582,692 shares of QED Common Stock covered
by the Voting Agreements. The Voting Agreement and the Irrevocable Proxy are
attached hereto as EXHIBIT 2 and are incorporated herein by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As further described in Item 3 above and Item 6 below, this
statement relates to the Merger of Merger Sub, a wholly-owned subsidiary of the
Reporting Person, with and into QED in a statutory merger pursuant to the
provisions of the Delaware General Corporation Law. At the effective time of the
Merger, the separate existence of Merger Sub will cease and QED will continue as
the surviving corporation (the "SURVIVING CORPORATION") and as a wholly-owned
subsidiary of the Reporting Person. Holders of outstanding QED Common Stock will
receive, in exchange for each share of QED Common Stock held by them, 0.385 of a
share (the "EXCHANGE RATIO") of common stock, par value $0.001 per share, of the
Reporting Person ("PMC COMMON STOCK"). Outstanding options and outstanding
warrants to purchase shares of QED Common Stock will be assumed by the Reporting
Person at the same Exchange Ratio in the manner set forth in the Merger
Agreement. The foregoing summary is qualified in its entirety by reference to
the copy of the Merger Agreement attached as EXHIBIT 1 to this Schedule 13D, and
is incorporated herein by this reference.
As an inducement to the Reporting Person to enter into the Merger
Agreement, and as further described in Item 3 above and Item 6 below, each
Voting Agreement Stockholder, has, by executing a Voting Agreement, agreed to
vote the shares of QED Common Stock beneficially owned by such Voting Agreement
Stockholder (including any shares of QED Common Stock that such stockholder
acquires after the time it entered into the Voting Agreement)(collectively, the
"SHARES") owned by it in favor of the adoption of the Merger Agreement. Pursuant
to the Voting Agreements, each Voting Agreement Stockholder also irrevocably
appointed the members of the board of directors of the Reporting Person, and
each of them, as sole and exclusive attorneys and proxies, with full power of
substitution and resubstitution, as his, hers or its lawful attorney and proxy.
Such Irrevocable Proxies give the proxy holders the limited right to vote the
Shares in favor of the adoption of the Merger Agreement. The Voting Agreement
Stockholders retain the right to vote their Shares in their discretion with
respect to matters other than those identified in the Voting Agreements. The
names of the Voting Agreement Stockholders, the number of shares of QED Common
Stock which, to the Reporting Person's knowledge, are beneficially owned by each
such stockholder and the percentage ownership of QED Common Stock by each such
stockholder (as reported in QED's Definitive Proxy Statement filed with the
Securities and Exchange Commission on July 20, 2000) is set forth in SCHEDULE B
hereto which is hereby incorporated by this reference. The foregoing summary is
qualified in its entirety by reference to the copy of the form of Voting
Agreement attached as EXHIBIT 2 to this Schedule 13D, and is incorporated herein
by this reference.
As a further inducement to the Reporting Person's entering into the Merger
Agreement, affiliates of QED entered into affiliate agreements ("AFFILIATE
AGREEMENTS") with the Reporting Person, which agreements are described in more
detail in Item 6 below. Pursuant to each Affiliate Agreement, each affiliate of
QED entering into an Affiliate Agreement has agreed not to sell, transfer or
otherwise dispose of any PMC Common Stock issued in the Merger unless certain
conditions are met. The foregoing summary is qualified in its entirety by
reference to the copy of the form of Affiliate Agreement attached as Exhibit 3
to this Schedule 13D, and is incorporated herein by this reference.
CUSIP NO. 74764T107 SCHEDULE 13D Page 4 of 11
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(c) Not applicable.
(d) Pursuant to the Merger Agreement, upon consummation of the Merger, two
current members of the QED Board of Directors will become members of the Board
of Directors of the Surviving Corporation. No other directors on QED's Board of
Directors will continue as directors of either the Surviving Corporation, Merger
Sub or the Reporting Person. In addition, upon consummation of the Merger, it is
anticipated that certain officers of QED will continue to perform management
roles in QED, although they may or may not be QED officers. The individuals who
will continue in these management positions and the offices they will hold has
not been finalized.
(e) See the discussion of Merger in Item 3 above.
(f) Other than as a result of the Merger described in Item 3 above, not
applicable.
(g) At the effective time of the Merger, except as set forth in the Merger
Agreement, the Certificate of Incorporation of QED shall be amended and restated
to be the same in substance as the Certificate of Incorporation of Merger Sub as
in effect immediately prior to the Merger (except that the name of QED shall
remain unchanged), and said amended and restated Certificate of Incorporation
shall be the Certificate of Incorporation of the Surviving Corporation until
thereafter amended. At the effective time of the Merger, except as set forth in
the Merger Agreement, the Bylaws of QED shall be amended and restated to be the
same in substance as the Bylaws of Merger Sub as in effect immediately prior to
the Merger and said amended and restated Bylaws shall be the Bylaws of the
Surviving Corporation until thereafter amended.
(h) Upon consummation of the Merger, QED Common Stock will be de-listed
from the Nasdaq Stock Market.
(i) Upon consummation of the Merger, QED Common Stock will become eligible
for termination of registration under the Securities Exchange Act of 1934, as
amended (the "ACT"), pursuant to Section 12(g)(4) of the Act.
(j) Other than described above, the Reporting Person currently has no plan
or proposal which relate to, or may result in, any of the matters listed in
Items 4(a) - (j) of Schedule 13D (although the Reporting Person reserves the
right to develop such plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result and subject to the terms of the Voting Agreements and
the Irrevocable Proxies granted pursuant thereto, the Reporting Person has the
sole power to vote an aggregate of 10,601,756 shares of QED Common Stock for the
limited purposes described in Item 4 above. Such shares constitute approximately
38% of the issued and outstanding shares of QED Common Stock based on the number
of shares outstanding at June 30, 2000, as represented by the Issuer to the
Reporting Person in the Merger Agreement. Other than with respect to the
provisions of the Voting Agreements, the Reporting Person does not have the
right to vote the Shares on any other matters. The Reporting Person does not
share voting power of any additional shares of QED Common Stock with regard to
the limited purposes set forth in Item 4 above and in the Voting Agreements. The
Reporting Person does not have any power to dispose or direct the disposition of
any shares of QED Common Stock. To the knowledge of the Reporting Person, no
shares of QED Common Stock are beneficially owned by any of the persons named in
SCHEDULE A.
CUSIP NO. 74764T107 SCHEDULE 13D Page 5 of 11
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(c) Except as described herein, the Reporting Person has not effected any
transaction in QED Common Stock during the past 60 days and, to the Reporting
Person's knowledge, none of the persons named in SCHEDULE A has effected any
transaction in QED Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement and subject to the conditions set forth
therein, Merger Sub will merge with and into QED and QED will become a wholly-
owned subsidiary of the Reporting Person. Upon consummation of the Merger,
Merger Sub will cease to exist as a separate corporation and all of the
business, assets, liabilities and obligations of Merger Sub will be merged into
QED with QED remaining as the Surviving Corporation. As a result of the Merger,
each outstanding share of QED Common Stock, other than shares owned by QED (i.e.
QED treasury shares), Merger Sub, the Reporting Person or any wholly-owned
subsidiary of QED or the Reporting Person, will be converted into the right to
receive 0.385 of a share of PMC Common Stock. Outstanding options and warrants
to purchase QED Common Stock will be assumed by the Reporting Person at the same
Exchange Ratio. The foregoing summary of the Merger is qualified in its entirety
by reference to the copy of the Merger Agreement included as EXHIBIT 1 to this
Schedule 13D and incorporated herein in its entirety by reference.
Upon certain circumstances described in Section 7.3 of the Merger
Agreement, QED will be obligated to pay to the Reporting Person a breakup fee
equal to $65,000,000 (the "BREAKUP FEE"). Payment of the Breakup Fee will not be
in lieu of damages in the event of fraud or a willful breach by QED of the
Merger Agreement.
In exercising their rights to vote the Shares as lawful attorneys and
proxies of the Voting Agreement Stockholders pursuant to the Voting Agreements,
the members of the board of directors of the Reporting Person, and each of them,
as sole and exclusive attorneys and proxies, with full power of substitution and
resubstitution, will be limited, at every QED stockholders meeting and every
written consent in lieu of such meeting, voting the shares in favor of adoption
of the Merger Agreement. The Voting Agreement Stockholders may vote their own
shares themselves in all other matters. The Voting Agreements and the
Irrevocable Proxies terminate upon the earlier to occur of (i) such date and
time as the Merger shall become effective in accordance with Section VII thereof
or (ii) such date as the Merger Agreement shall be terminated in accordance with
its terms (the "EXPIRATION DATE"). Each Voting Agreement Stockholder has agreed
not to transfer his or her Shares prior to the Expiration Date, except to
transferees who agree to be bound by the Voting Agreement. Moreover, each Voting
Agreement Stockholder has granted the members of the board of directors of the
Reporting Person, and each of them, as sole and exclusive attorneys and proxies,
with full power of substitution and resubstitution, an irrevocable proxy to vote
the shares beneficially owned by the Voting Agreement Stockholder in favor of
adoption of the Merger Agreement. The terms of the Voting Agreements are more
fully described in the Voting Agreement and the Irrevocable Proxy, attached
hereto as EXHIBIT 2. Each of the Voting Agreement and the Irrevocable Proxy is
incorporated herein by this reference.
According to the terms of the Affiliate Agreements, each affiliate has been
advised that it may be deemed to be an affiliate of PMC following the Merger as
the term is used for the purposes of Rule 144 of the rules and regulations of
the Securities and Exchange Commission and for purposes of Accounting Series
Releases 130 and 135. Each affiliate agreed that from 30 days before the
anticipated completion of the
CUSIP NO.74764T107 SCHEDULE 13D Page 6 of 11
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Merger until the day that PMC announces financial results covering at least 30
days of combined operations, the affiliate will not sell, exchange, transfer,
pledge, distribute, make any gift or otherwise dispose of or grant any option,
establish any "short" or put equivalent position with respect to QED Common
Stock.
Other than the Merger Agreement, Voting Agreements and the Affiliate
Agreements, to the knowledge of the Reporting Person, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of QED, including but not limited to transfer or voting of any of
the securities, finder's fees, joint ventures, loan or option arrangement, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
The descriptions herein of the Merger Agreement, the Voting Agreements and
the Affiliate Agreements are qualified in their entirety by reference to such
agreements, copies of which are attached hereto as EXHIBITS 1, 2 and 3
respectively.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Reorganization, dated July 11, 2000, by and
among PMC-Sierra, Inc., a Delaware corporation, Penn Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of PMC-
Sierra, Inc., and Quantum Effect Devices, Inc., a Delaware
corporation.
2. Form of Voting Agreement, dated July 11, 2000, between PMC-Sierra,
Inc., a Delaware corporation, and certain stockholders of Quantum
Effect Devices, Inc., a Delaware corporation.
3. Form of Company Affiliate Agreement, dated July 11, 2000, between PMC-
Sierra, Inc., a Delaware corporation and certain affiliates of Quantum
Effect Devices, Inc., a Delaware corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 21, 2000
PMC-SIERRA, INC.
By: /s/ Robert L. Bailey
-----------------------------
Robert L. Bailey, President
CUSIP NO. 74764T107 SCHEDULE 13D Page 7 of 11
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
PMC-SIERRA, INC.
Officers Name/Citizenship Title and Present Principal Occupation
Robert L. Bailey PMC-Sierra, Inc.
U.S. President, Chief Executive Officer and
Chairman of the Board of Directors
Gregory Aasen PMC-Sierra, Inc.
U.S. Chief Operating Officer
John W. Sullivan PMC-Sierra, Inc.
U.S. Vice President Finance and Chief
Financial Officer
Alexandre Balkanski Director of PMC-Sierra, Inc. and General
U.S. Partner, Benchmark Capital, a venture
capital firm
Colin Beaumont Director of PMC-Sierra, Inc. and Retired
U.S.
James V. Diller Director of PMC-Sierra, Inc and
U.S. President and Chief Executive Officer
and Chairman of the Board of Elantec
Semiconductor, Inc.
Frank Marshall Director of PMC-Sierra, Inc. and General
U.S. Partner of Timark L.P., a venture
capital firm
*The address for each executive officer or director is c/o PMC-Sierra,
Inc., 900 East Hamilton Avenue, Suite 250, Campbell, California 95008.
CUSIP NO. 74764T107 SCHEDULE 13D Page 8 of 11
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SCHEDULE B
QUANTUM EFFECT DEVICES, INC.
VOTING AGREEMENT STOCKHOLDERS
THE INFORMATION IN THIS SCHEDULE IS BASED ON
INFORMATION PROVIDED BY QED TO PMC
<TABLE>
<CAPTION>
Shares of QED Percentage of
Common Stock QED Common
Voting Agreement Stockholder Beneficially Owned (1) Stock Beneficially Owned
<S> <C> <C>
Christopher J. Schaepe (2) 5,501,283 20.6%
Entities Affiliated with Bessemer Venture 1,991,609 7.5
Partners (3)
Ray Kunita (4) 1,296,217 4.8
Thomas J. Riordan (5) 1,294,417 4.8
Barry L. Cox (6) 416,563 1.5
William S. Thomas (7) 96,667 *
Lester M. Crudele 5,000 *
* holds less than 1%
</TABLE>
(1) Information with respect to "beneficial ownership" shown in the table
above is based on information supplied by the directors and executive officers
of the Company and filings made with the Commission or furnished to the Company
by other stockholders. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by footnote,
the persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
Percentage of beneficial ownership is based on 26,665,217 shares of Common Stock
outstanding as of June 30, 2000 and includes shares of Common Stock subject to
options that may be exercised within 60 days of June 30, 2000. Such shares are
deemed to be outstanding for the purposes of computing the percentage ownership
of the individual holding such shares, but are not deemed outstanding for
purposes of computing the percentage of any other person shown in the table.
The Reporting Person may only vote such shares deemed to be beneficially owned
if the persons named above exercise their options prior to the completion of the
Merger. If the persons named above do not exercise their options, the
Reporting Person will own 9,582,692 shares of Common Stock, which is
approximately 36% of the shares outstanding as of June 30, 2000.
(2) Includes:
- 2,029,216 shares held by WPG Enterprise Fund II, L.L.C.;
- 1,687,297 shares held by Weiss Peck & Greer Venture Associates
III, L.L.C.;
- 865,267 shares held by Weiss Peck & Greer Venture Associates VI,
L.L.C.;
CUSIP NO. 74764T107 SCHEDULE 13D Page 9 of 11
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- 756,733 shares held by WPG Enterprise Fund III, L.L.C.;
- 109,239 shares held by Weiss Peck & Greer Venture Associates IV
Cayman, L.P.; and
- 33,531 shares held by WPG Information Sciences Entrepreneur Fund,
L.P.
WPG Venture Partners III, L.P. is the fund investment advisory member of
WPG Enterprise Fund II, L.L.C. and Weiss Peck & Greer Venture Associates III,
L.L.C. Christopher J. Schaepe, one of QED's directors, is the general partner of
WPG Venture Partners III, L.P., and, as such, may be deemed to share voting and
investment power with respect to the shares held by these entities. WPG VC Fund
Advisor L.L.C. is the fund investment advisory member of Weiss, Peck & Greer
Venture Associates IV, L.L.C. and WPG Enterprise Fund III, L.L.C., and is the
general partner of WPG Information Sciences Entrepreneur Fund, L.P. Mr. Schaepe
is the managing member of WPG VC Fund Advisor, L.L.C., and, as such, may be
deemed to share voting and investment power with respect to the shares held by
these entities. WPG Fund Advisor L.L.C. is the administrative general partner of
Weiss, Peck & Greer Venture Associates IV Cayman, L.P. Mr. Schaepe is a non-
managing member of WPG Fund Advisor, L.L.C. and, as such, may be deemed to share
voting and investment power with respect to the shares held by Weiss, Peck &
Greer Venture Associates IV Cayman, L.P. Mr. Schaepe's shares also include
20,000 shares held by Mr. Schaepe.
(3) Includes:
- 1,050,328 shares held by Bessemer Venture Partners IV L.P.;
- 199,160 shares held by Bessemer Venture Investors L.P.; and
- 742,121 shares held by Bessec Ventures IV L.P.
Deer IV & Co. LLC is the general partner of Bessemer Venture Partners IV
L.P., Bessemer Venture Investors L.P. and Bessec Ventures IV L.P.
(4) Includes 305,417 shares subject to options exercisable within 60 days.
(5) Includes 305,417 shares subject to options exercisable within 60 days.
(6) Includes 396,563 shares subject to options exercisable within 60 days.
(7) Includes 22,083 shares subject to options exercisable within 60 days.
CUSIP NO.74764T107 SCHEDULE 13D Page 10 of 11
